Covenants Not to Assert Sample Clauses

A Covenants Not to Assert clause is a contractual provision in which one party agrees not to assert certain rights, typically intellectual property rights such as patents, against the other party. In practice, this means that the party granting the covenant promises not to sue or bring legal action for infringement of specified rights, even if such infringement technically occurs. This clause is commonly used in licensing agreements or settlements to provide assurance and reduce the risk of future litigation, thereby fostering cooperation and enabling the use of protected technology or information without fear of legal repercussions.
Covenants Not to Assert. (a) Acquiror, for itself and its Affiliates, hereby covenants not to assert any Company Intellectual Property against GE or its Affiliates for any de minimis usages by GE or its Affiliates of Company Intellectual Property. (b) For the avoidance of doubt, and subject to the terms of this Agreement Acquiror shall not prevent GE and its Affiliates from continuing to engage in the activities they were engaged in as of the Closing Date provided however that it is understood and agreed that no license or other right is granted by this Section 2(b). (c) GE for itself and its Affiliates, hereby covenants not to assert any Interim Use GE Intellectual Property against Acquiror or any of its Affiliates for any de minimis usages by Acquiror or its Affiliates of Interim Use GE Intellectual Property. (d) Acquiror, for itself and its Affiliates hereby covenants not to assert any [***] Intellectual Property against [***]) or against any Qualified Third Party Supplier of [***] (whether an existing supplier or a new supplier) in respect of any product manufactured, marketed or sold by [***] at the Purchase Agreement Date (“Existing Products”), provided that, in any year of this Agreement the aggregate percentage (assessed by dollar volume of products) of Existing Products supplied to [***] by Qualified Third Party Suppliers (and not by Acquiror or any of its Affiliates) shall not exceed [***] per cent [***] of the aggregate volume of Existing Products obtained by [***] from all third party sources.; For purposes of this non-assert, (1) a “Qualified Third Party Supplier” is any third party supplier that practiced all or any of the inventions covered by the [***] Intellectual Property at or prior to the Purchase Agreement Date for the purposes of supplying products to [***]; and
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Covenants Not to Assert. 5.1 i. Xerox Covenant Not to Assert: Xerox and its Subsidiaries agree and covenant to Palm that Xerox and its Subsidiaries shall not (and shall not grant consent to or otherwise assist, instruct, or encourage any Third Party to) bring, participate in, assist or allow any Suit against Palm, any of its Subsidiaries and their direct and indirect end-users, other customers (including, without limitation, OEMs and private label customers), contractors, manufacturers as identified in Section 1.13, resellers, distributors (including through multiple tiers of distribution), sales representatives, dealers, independent service and/or repair centers, for direct or indirect infringement (including inducement of infringement or contributory infringement) of any Covenant Patent of Xerox or its Subsidiaries, in each case, with respect to products or services that are made, used, provided, Sold, offered for Sale, imported or otherwise acquired or disposed of by or for Palm or any of its Subsidiaries (including, without limitation, products Sold or otherwise disposed of to or through Covered Entities of Palm or its Subsidiaries) at any time prior to or during the Covenant Term and within the Palm Licensed Field. The obligations of Xerox and its Subsidiaries under the foregoing sentence shall become effective upon the Effective Date and shall remain in effect during the Covenant Term and perpetually after the expiration or termination thereof for any reason. Nothing set forth in this Section shall in any way limit the right of Xerox or its Subsidiaries to assert against Palm or any of its Subsidiaries any claim under the Covenant Patents arising from activities outside of the Palm Licensed Field or occurring after the end of the Covenant Term.
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Covenants Not to Assert. 13 4.1.1 DRM Provider hereby covenants not to assert against any Member or any of such ember’s Controlled Affiliates, any of DRM Provider’s Necessary Claims or Necessary Draft Ecosystem Claims, lely for the making, having made, or using an implementation of the Ecosystem Specifications or Draft osystem Specifications internally for evaluation purposes (“Authorized Evaluation Activities”); provided, ▇▇▇▇▇, that the foregoing obligation shall not apply in favor of a Member and its Controlled Affiliates if such ember or any of its Affiliates within its Controlled Group files a lawsuit asserting a Necessary Claim against RM Provider for the making, having made (by subcontractors engaged by DRM Provider in accordance with ction Error! Reference source not found.), [selling, offering to sell, using (including, for avoidance of doubt, sing) or importing those portions of the DRM that implement, pursuant to and in accordance with this reement, all or some of the DRM Specifications]14 applicable to the DRM without first offering to grant such RM Provider a license to such Necessary Claim on reasonable terms and conditions that are free of crimination. The foregoing non-assertion obligation shall not extend to any Member or any of its Controlled filiates for the making, having made, selling, offering to sell, using (including, for avoidance of doubt, leasing) importing of products or services, in each case for commercial purposes. 4.1.2 DRM Provider hereby covenants not to assert against DECE or any contractors oviding services to DECE in support of the Authorized DECE Activities, any of DRM Provider’s Necessary aims, or Necessary Draft Ecosystem Claims, for the Authorized DECE Activities. 4.1.3 The non-assertion covenants of DRM Provider under this Section 3.4.1 with pect to any Necessary Claim or Necessary Draft Ecosystem Claim that DRM Provider owns or controls and has e right to license but for which it would be required to make a payment to a third party (other than an employee a DRM Provider) if DRM Provider were to covenant not to assert such claims as contemplated hereunder shall subject to the requirement that the beneficiary of such non-assertion covenant will reimburse DRM Provider for ch amount that DRM Provider must pay such third party with respect to such non-assertion covenant made reunder for the benefit of such beneficiary.
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Covenants Not to Assert. Section 5.1 of the Original Agreement shall survive [*] in accordance with the terms thereof [*] provided that, notwithstanding anything to the contrary in the Original Agreement, [*] and (ii) [*]. Section 5.2 of the Original Agreement shall survive [*] in accordance with the terms thereof, provided that, notwithstanding anything to the contrary in the Original Agreement, [*].
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Covenants Not to Assert 
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Related to Covenants Not to Assert

  • Covenants Not to Compete No Initial Stockholder, employee, officer or director of the Company is subject to any noncompetition agreement or non-solicitation agreement with any employer or prior employer which could materially affect his ability to be an Initial Stockholder, employee, officer and/or director of the Company.

  • Covenant Not to ▇▇▇ Each Party hereby covenants and agrees that none of it, the members of such Party’s Group or any Person claiming through it shall bring suit or otherwise assert any claim against any Indemnitee, or assert a defense against any claim asserted by any Indemnitee, before any court, arbitrator, mediator or administrative agency anywhere in the world, alleging that: (a) the assumption of any Varex Liabilities by Varex or a member of the Varex Group on the terms and conditions set forth in this Agreement and the Ancillary Agreements is void or unenforceable for any reason; (b) the retention of any Parent Liabilities by Parent or a member of the Parent Group on the terms and conditions set forth in this Agreement and the Ancillary Agreements is void or unenforceable for any reason; or (c) the provisions of this Article IV are void or unenforceable for any reason.

  • Covenant Not to S▇▇ The parties covenant that under no conditions will any party or any affiliate file any action against the other (except only requests for injunctive or other equitable relief) in any forum other than before the American Arbitration Association, and the parties agree that any such action, if filed, shall be dismissed upon application and shall be referred for arbitration hereunder with costs and attorney's fees to the prevailing party.

  • Covenant Not to Compete (a) The Executive hereby acknowledges and recognizes the highly competitive nature of the business of Main and of the Bank and accordingly agrees that, during and for the applicable period set forth in Subsection (c), the Executive will not: (i) be engaged, directly or indirectly, either for his own account or as agent, consultant, employee, partner, officer, director, proprietor, investor (except as an investor owning less than 5% of the stock of a publicly owned company) or otherwise of, any person, firm, corporation, or enterprise engaged, in (A) the banking, or financial services industry, or (B) any other activity in which Main or any of its subsidiaries is engaged during the Employment Period, in either case (A) or (B) in any county in which, at any time during the Employment Period or at the date of termination of the Executive's employment, a branch, office or other facility of Main or any of its subsidiaries is located, or in any county contiguous to such a county, including contiguous counties located outside of the Commonwealth of Pennsylvania (the "Non- Competition Area"); and (ii) provide financial or other assistance to any person, firm, corporation, or enterprise engaged in (A) the banking or financial services industry, or (B) any other activity in which Main or any of its subsidiaries is engaged during the Employment Period, in the Non-Competition Area. (b) It is expressly understood and agreed that, although the Executive, Main and the Bank consider the restrictions contained in Subsection (a) reasonable for the purpose of preserving for Main and its subsidiaries their goodwill and other proprietary rights, if a final judicial determination is made by a court having jurisdiction that the time or territory or any other restriction contained in Subsection (a) is an unreasonable or otherwise unenforceable restriction against the Executive, the provisions of Subsection (a) will not be rendered void but will be deemed amended to apply as to such maximum time and territory and to such other extent as such court may judicially determine or indicate to be reasonable. (c) The provisions of this section will be applicable commencing on the date of this Agreement and ending as follows: (i) at the termination of the payments and benefits provided under Section 6; provided, however, that this clause will not apply in the event Executive's termination of employment occurs following a Change in Control; (ii) one year following the termination of Executive's employment, in the case of a voluntary termination without Good Reason; or (iii) in all other cases, the date of Executive's termination of employment.

  • Covenant Not to Solicit If the Executive is receiving payments and benefits under Section 2 above (or subsequently becomes entitled thereto because of a termination described in Section 2(a)(ii)), then, for a period of two (2) years following the Executive's Termination Date, the Executive shall not: (i) solicit, encourage or take any other action which is intended to induce any other employee of the Company to terminate his employment with the Company; or (ii) interfere in any manner with the contractual or employment relationship between the Company and any such employee of the Company. The foregoing shall not prohibit the Executive or any entity with which the Executive may be affiliated from hiring a former employee of the Company; provided, that such hiring results exclusively from such former employee's affirmative response to a general recruitment effort.